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And the prospectus says it plainly: "Mr. Musk will be able to control the outcome of matters requiring shareholder approval." Musk holds over 85% voting power
by oldfuture 4mo ago
And the prospectus says it plainly: "Mr. Musk will be able to control the outcome of matters requiring shareholder approval."
Musk holds over 85% voting power through Class B super-voting shares (10 votes/share). Public investors combined will have 15%.
What Musk Controls:
- CEO removal = his consent. You can't fire him even if he destroys the company
- Take business for himself. SpaceX gets a rocket deal? Musk can say "I'll do it at Tesla instead"
- 85% voting forever. No expiration, no time limit, permanent control
- Board elections. You have no power to elect directors you trust
- glaucon 4mo agoI haven't read the prospectus but I would be interested to know, when he dies, to what degree the "... control the outcome of matters requiring shareholder approval" part will be inherited. Does that facility just go along with the Class B super-voting shares? And if it does what does it mean if more than one person inherits his shares? On the subject of the governance structure this [1] is worth a read ... "The company significantly limits shareholders' rights to sue. SpaceX's bylaws will make it clear that anyone who owns shares "irrevocably and unconditionally" waives all rights to pursue a jury trial. Shareholders will also be prohibited from bringing class actions against the company, its directors, officers, controlling shareholders or bankers tied to the IPO, according to the filing. Instead, shareholders will be subject to mandatory arbitration, which had long been illegal in the U.S. The Securities and Exchange Commission reversed its position, opens new tab in September, allowing companies to adopt mandatory arbitration policies, which are private proceedings overseen by arbitrators." ... I can't remember how much he spent in Pennsylvania but you might argue it was money well spent. [1] https://www.reuters.com/sustainability/boards-policy-regulation/spacex-ipo-gives-musk-sweeping-power-curbs-shareholder-rights-2026-05-06/ https://www.reuters.com/sustainability/boards-policy-regulat...
- nickff 4mo agoThe voting issue is problematic, but the limits on shareholder class-actions seems like a good idea. Do you know of any shareholder class-action lawsuit that actually benefited the shareholders? They only ever seem to benefit the plaintiff lawyers pursuing the case.
- lenerdenator 4mo agoThat's because they often don't go far enough, and that's because of limits on things like shareholder class-actions. If you haven't wiped out their corporate savings and sent the stock price tumbling, you haven't really done anything to get the needed recompense and to discourage the behavior in the future. Right now, many companies are effectively sole proprietorships or partnerships with window dressing made to look like there's real accountability. If it becomes impossible to oust the CEO, you're not a shareholder, you're a bagholder.
- tyre 4mo agoBut that’s the thing. In that case, the shareholders are the ones who were harmed and now they’re winning by…making their investment worth far less? What you really need are lawsuits against individuals to be held accountable, otherwise it’s a lose-lose for shareholders.
- lenerdenator 4mo agoUnfortunately, articles of incorporation preclude that sort of thing. Perhaps after a few high-profile cases, IPOs won't be structured to give absolute control to one person. That, or you make the ousting of the execs in charge the settlement instead of massive monetary damages.
- tristanj 4mo agoPer the S-1, the class B 10x voting shares Elon owns are converted to class A upon transfer or sale.
- redox99 4mo agoI think this is a very big issue. If SpaceX is very successful, will he pay out dividends, or will he spend everything on a mission to mars at a massive loss or something like that?
- dozerly 4mo agoIt’s very simple. You should expect he will do whatever benefits himself.
- laichzeit0 4mo agoThe one thing you can say though, is that “benefits himself” does not mean: buying a super yacht, a casino, an island, etc. So yeah, he’d YOLO and do the Mars trip before any of the above. Which is what most nerds on HN would love, except their blind hatred for Musk would make them despise even that.
- wookmaster 4mo agoHe’s certainly said things to deserve some hatred. I’m also lost why anyone thinks his mars trip is real. He has a long history of promising and not delivering.
- bobsomers 4mo agoBlind hatred? Given that, among a multitude of other things, he willingly threw out some sieg heils I think the hatred was easily earned.
- queenkjuul 4mo agoI only support a Mars trip if he takes it one-way There's no way in hell I'd even remotely consider trying to build a Mars base if i had all that money, either. It's a fucking stupid way to waste money.
- ath3nd 4mo ago[dead]
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- verandaguy 4mo agoThis should frankly be disqualifying for any company trying to go public. Super voting shares have their place but there's no scenario in which overall control of the company can be retained by super voting shareholders who make up a small minority of the overall shareholders. The point of a company going public is not to just distribute possible profits among speculators, but to give the public a meaningful voice in company direction, in particular by offering escape hatches like being able to eject a CEO who's lost their mind and is no longer acting in the fiduciary best interest of the shareholders, which will so obviously happen here.
- readthenotes1 4mo agoIt should be described so buyers can beware, but it's a personal choice to decide whether someone trust Musk and his estate planning
- verandaguy 4mo agoTechnically, it is described. It's described in the S-1. Trouble is that most (active) investors don't read the S-1. Fund managers and the like do, which covers a lot of passive investors, which is good until a company joins one of the major indices at which points funds may be obligated to buy in. It's a deeply distressing moment, and I see it as a time to renew calls for consumer-protecting regulations and antitrust laws with more teeth in the markets where this kind of behaviour's currently flourishing.
- deleted 4mo ago[deleted]
- WalterBright 4mo ago> The point of a company going public is not to just distribute possible profits among speculators, but to give the public a meaningful voice in company direction The point is to raise money from investors. The investors get a voice in exchange.
- laughing_man 4mo agoThis is not a new thing. Off the top of my head, I can think of similar arrangements at Meta, Alphabet, and the New York Times Company.
- outside1234 4mo agoIt is seriously baffling to me who is going to buy shares in this with 1) this structure and 2) at this valuation. And it is a LOT of money that he is floating ($77B) so there have to be dumb people at scale for this to work.
- sumeno 4mo agoLook at Tesla stock and you have your answer. This will be another meme stock
- Grombobulous 4mo agoIt will be interesting to see how this actually plays out. You could either be 100% right, or this could be another exercise in failed human hubris. I.e., Elon and the financial architects behind this IPO are assuming that it will work just like Tesla. However, in the back of my mind I have to wonder if Elon has spent too much social capital for this kind of cult of meme stock strategy to work again. This plan has potential to backfire since this unique IPO scheme became a big news story. The microscope is on the company more than it was for Tesla.
- nirav72 4mo ago>I have to wonder if Elon has spent too much social capital for this kind of cult of meme stock strategy to work again. If social capital was an indicator , then Tesla stock would've cratered 2 years ago. Despite demand for tesla vehicles dropping. I don't think social capital matters these days.
- Grombobulous 4mo agoTesla still has the benefit of selling actual cars and being a profitable company, plus they’re already in all the important index funds receiving automatic investment. SpaceX doesn’t really have those advantages from day one. Tesla may be overvalued but I think the stock would have been negatively impacted if they spent the two years losing money.
- lenerdenator 4mo agoIf we were a saner society, this would not be a valid way to carry out corporate governance. This is just sole proprietorship with window dressing.
- joquarky 4mo agoIt's not that different from an NFT.
- ralph84 4mo agoVoting control doesn't change management's fiduciary duty to all shareholders. The founders retaining voting control has worked out fine for Alphabet shareholders.
- collinmcnulty 4mo agoYeah but SpaceX says you need 3% of the company to sue, so that fiduciary duty is never going to be enforced.
- londons_explore 4mo agoGetting together a group of owners with 3% ownership by value or 3% by voting rights both seems do-able, and I'm sure would be done of there was a serious case of mismanagement.
- colechristensen 4mo agoIt raises the bar to the courts for shareholder control. The Google founders are, lets say, more reliable than Musk when it comes to making sound business decisions.
- cryptonector 4mo ago> The Google founders are, lets say, more reliable than Musk when it comes to making sound business decisions. I've no idea about that and I won't opine. But every time I see that sort of statement it seems likely motivated by the whole Twitter acquisition. Perhaps that was just a toy or vanity project for him, one he could afford, so even if you think he's running X terribly it might have nothing to do with how he's run or would run any other companies that are not related to social media. In other words, what I read into such statements is "I don't like the politics he's brought to Twitter!", "the board should rein in the guy whose politics I don't like!!". It's like saying Bezos is bad at business because he owns the Washington Post -another vanity project- and you don't like the Post. Do people not get bored of that sort of take? Tell me he makes bad business decisions all you want, but in the context of everyone-hates-his-acquisition-of-Twitter I'd like to hear about his other businesses. Tell me something useful, not something political. And, sure, politics at some point bleeds into business. Maybe Trump is out to get Bezos over Washington Post coverage, or maybe the next Democrat President will go after Musk for his politics. It's possible that X will eventually cost him dearly and personally, and it's a solid argument for these billionaires and trillionaires to stay out of politics. Or maybe it's a good argument for them to stay in because maybe by demonstrating electoral influence and power they can make the POTUS-of-the-day fear them enough to not go after them too hard. But if you made any such argument it still wouldn't say tell me anything about the rest of these billionaires' businesses.
- jaimex2 4mo agoTons of people are already buying you don't have to sell it to them. I'll happily take Musks proven and superior leadership with guarantees over letting the company decline chasing short term sugar hits that destroy it long term.
- jmyeet 4mo agoThis isn't even a theoretical concern and it goes well beyond unfettered control of a single company. Look at the history: 1. One of Elon's companies (Tesla) bought out another of Elon's companies (Solar City) that was going bankrupt because it owed a lot of money to yet another of Elon's companies (SpaceX) [1]; 2. Elon diverted $500M of NVidia H100 GPUs reserved for Tesla to xAI [2]; 3. Elon made a buyout agreement for Twitter then tried to back out. Twitter sued (for specific performance) and a Delaware judge agreed. Elon completed the purchase before the court ordered him to [3]. That purchase was secured by his Tesla shares. He ran Twitter into the ground and then created xAI in 2023 [4]. Both Tesla and SpaceX "invested" billions into it. Elon ultimately used the funds to buy out Twitter at an inflated price (and still less than he paid) [5]. He ultimately then bailed out the xAI investors by having SpaceX acquire xAI [6]. IMHO this made SpaceX a significantly worse company. It was also used to inflate the value of SpaceX by using some wildly optimistic made up numbers about the AI total addressable market; and 4. The Cybertruck has been an unmitigated financial disaster. It's a terrible car and sales are awful. But that's OK because Elon uses SpaceX to buy Cybertrucks [7]. At least with the Google founders and Mark Zuckerberg, they only had one company so they weren't playing corporate shell games or using it as a personal slush fund on this scale. [1]: https://www.nytimes.com/2026/04/24/technology/elon-musk-spacex-loans.html https://www.nytimes.com/2026/04/24/technology/elon-musk-spac... [2]: https://www.cnbc.com/2024/06/04/elon-musk-told-nvidia-to-ship-ai-chips-reserved-for-tesla-to-x-xai.html https://www.cnbc.com/2024/06/04/elon-musk-told-nvidia-to-shi... [3]: https://www.npr.org/2022/10/06/1127346372/elon-musk-twitter-trial-halted https://www.npr.org/2022/10/06/1127346372/elon-musk-twitter-... [4]: https://research.contrary.com/company/xai https://research.contrary.com/company/xai [5]: https://www.reuters.com/markets/deals/musks-xai-buys-social-media-platform-x-45-billion-2025-03-28/ https://www.reuters.com/markets/deals/musks-xai-buys-social-... [6]: https://www.bbc.com/news/articles/cq6vnrye06po https://www.bbc.com/news/articles/cq6vnrye06po [7]: https://www.businessinsider.com/spacex-bought-tesla-cybertrucks-megapack-ipo-s1-2026-5 https://www.businessinsider.com/spacex-bought-tesla-cybertru...
- queenkjuul 4mo agoI'd like to point out something i learned the other day: Alphabet owns some SpaceX shares, which makes Google's sudden 90-day compute contract with xAI seem a little less than coincidental
- partial225 4mo ago- Take business for himself. SpaceX gets a rocket deal? Musk can say "I'll do it at Tesla instead" In theory (were we talking about any other man, in any other time) that's very strictly illegal with a whole area of law dedicated to it (fiduciary duty).
- cameldrv 4mo agoIt's really not a public company at all in the sense people are accustomed to. The super voting shares plus the 3% rule for a lawsuit plus the arbitration clause make Musk almost totally unaccountable. It certainly should not be included in stock indices that are used for passive investing, because it is a different category of asset.
- cyberge99 4mo agoThis category is affectionately known as a “meme stock”.
- phs318u 4mo agoTruly, in the face of this, caveat emptor has never been truer. If/when Musk’s misadventures turn his companies to shit, I may spare a thought for the collaterally damaged, but not a single tear will I shed for the shareholders.
- osigurdson 4mo agoI don't think many who plan on buying the stock it to be controlled by anyone other than Musk.